Copart, Inc. filed a current report on September 10, 2026, disclosing that it had entered into an Agreement and Plan of Merger with ACV Auctions Inc., under which Copart will pursue a cash tender offer to acquire all outstanding shares of ACV Auctions common stock at $10.50 per share.

Key Highlights

  • Offer Price: Copart will cause its wholly owned subsidiary, Apple Merger Sub, Inc., to commence a cash tender offer for ACV Auctions shares at $10.50 per share, net to the seller in cash, without interest.
  • Offer Launch Timeline: The tender offer is to begin within 5 business days of the Merger Agreement date if practicable, and no later than 7 business days after September 10, 2026.
  • Minimum Condition: Closing requires that tendered shares, together with shares already held by Copart and Merger Sub, represent more than 50% of ACV's outstanding shares at offer expiration.
  • No Financing Condition: According to the filing, "the consummation of the Offer is not subject to any financing condition."
  • Post-Offer Merger: Following share acceptance, Merger Sub will merge into ACV under Section 251(h) of the Delaware General Corporation Law, making ACV a wholly owned subsidiary of Copart without a separate stockholder vote.
  • Equity Award Treatment: Vested in-the-money stock options will be cashed out; unvested options, restricted stock units, and performance stock units will generally be converted into equivalent Copart equity awards using an Exchange Ratio defined in the Merger Agreement.
  • No-Shop Provision: ACV is restricted from soliciting or encouraging third-party acquisition proposals, subject to a fiduciary out allowing engagement with unsolicited Superior Proposals upon payment of a termination fee to Copart.

Copart's Tender Offer Terms and Merger Structure for ACV Auctions

Copart, Inc. (NASDAQ:CPRT), a Delaware corporation headquartered at 14185 Dallas Parkway, Suite 300, Dallas, Texas, entered into the Merger Agreement on September 10, 2026, alongside ACV Auctions Inc. and Apple Merger Sub, Inc., a wholly owned Copart subsidiary created for the transaction. Under the agreement, Copart operates as the acquiring parent in what the filing describes as a cash tender offer followed by a back-end merger. The offer must remain open for a minimum of 10 business days from commencement, and its completion is conditioned on antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the absence of any court-issued injunction blocking the deal in jurisdictions where ACV has material business operations, and other customary conditions listed in Annex I of the Merger Agreement.

At the effective time of the merger, each ACV share not excluded by the Merger Agreement (such as treasury shares or shares held by parties entitled to statutory appraisal) will convert into the right to receive $10.50 in cash without interest, subject to required tax withholding. Vested stock options with exercise prices below $10.50 will be canceled in exchange for a cash payment equal to the spread multiplied by the number of underlying shares. Unvested stock options, restricted stock units held by active employees, and performance stock units will each be converted into corresponding Copart equity awards using the Exchange Ratio, with performance stock units measured at the greater of target or actual performance as determined by ACV's Compensation Committee. ACV's Employee Stock Purchase Plan will terminate on the earlier of the first purchase date after the Merger Agreement or the tenth trading day before the effective time.

The Merger Agreement requires ACV to operate in the ordinary course of business consistent with past practice until either the Merger Agreement is terminated or the merger closes. The no-shop clause limits ACV's ability to seek or engage with competing bids, though the fiduciary out permits ACV's board to respond to unsolicited proposals that could reasonably be expected to lead to a Superior Proposal, provided ACV complies with specified obligations and pays the contractually defined termination fee to Copart if it elects to accept such a proposal.

What Was Disclosed

Copart, Inc. disclosed on September 10, 2026, that it signed a Merger Agreement to acquire ACV Auctions Inc. through a cash tender offer at $10.50 per share, with a subsequent merger to make ACV a wholly owned Copart subsidiary, subject to antitrust and other customary conditions.